EXHIBIT 3

Article 5


                              MONARCH AVALON, INC.

                                     BYLAWS



                                   ARTICLE 1.

                          OFFICES AND REGISTERED AGENT

          1.1  Registered Offices and Registered Agent.  The initial registered

office of the corporation and the initial registered agent of the corporation at

said office shall be as set forth in the Certificate of Incorporation of the

corporation.  The registered office of the corporation and the registered agent

of the corporation at such office may be changed from time to time by the Board

of Directors of the corporation.

          1.2  Additional Offices.  The corporation may establish offices at

such other place or places both within and without the State of Delaware as the

Board of Directors may from time to time determine.

                                   ARTICLE 2.

                            MEETINGS OF SHAREHOLDERS

          2.1  Place and Time of Meetings.  Meetings of the Shareholders shall

be held at the registered office of the corporation, or at such other place

either within or without the State of Delaware as the Board of Directors or the

Shareholders may from time to time select, at such time as may be fixed by the

Board of Directors or the Shareholders.

          2.2  Annual Meeting.  An annual meeting of the shareholders shall be

held at such place, on such date, and at such time as the Board of Directors

shall each year fix, which date shall be within thirteen months of the last

annual meeting of shareholders.

          2.3  Special Meetings.  Special meetings of the Shareholders may be

called at any time by the President, by a majority of the Board of Directors, or

by the holder or holders of not less than twenty-five percent (25%) of the

capital stock of the corporation issued and outstanding and entitled to vote in

an election of directors.

          2.4  Notice of Meeting.  Written notice stating the place, day, and

hour of the meeting and, in the case of a special meeting, the purpose or

purposes for which the meeting is called, shall be given not less than ten (10)

nor more than fifty (50) days before the date of the meeting, either by hand or

by first-class mail, by or at the direction of the President, the Secretary or

the other person or persons calling the meeting, to each Shareholder of record

entitled to vote at such meeting.  If mailed, such notice shall be deemed to be

delivered when deposited in the United States mail with first-class postage

thereon prepaid, addressed to the Shareholder at his address as it appears on

the stock transfer books of the corporation.

          2.5  Waiver of Notice.  Notice of a meeting need not be given to any

Shareholder who signs a waiver of notice, in person or by proxy, either before

or after the meeting; and a Shareholder's waiver shall be deemed the equivalent

of giving notice.  Attendance of a Shareholder at a meeting either in person or

by proxy, shall of itself constitute waiver of notice and waiver of any and all

objections to the place of the meeting, the tine of the meeting, or the manner

in which it has been called or convened, except when a Shareholder attends a

meeting solely for the purpose of stating, at the beginning of the meeting, any

such objection or objections to the transaction of business.  Unless otherwise

specified herein, neither the business transacted nor the purpose of the meeting

need be specified in the waiver.

          2.6  Quorum.  A majority of the shares entitled to vote, represented

in person or by proxy, shall constitute a quorum at any meeting of Shareholders.

If a quorum is present, the affirmative vote of a majority of the shares

represented at the meeting and entitled to vote on the subject matter shall be

the act of the Shareholders, unless the vote of a greater number or voting by

classes or series is required by the Delaware General Corporation Law.  When a

quorum is once present to organize a meeting, the Shareholders present may

continue to do business at the meeting or any adjournment thereof

notwithstanding the withdrawal of enough Shareholders to leave less than a

quorum.

          2.7  Adjournment.  Any meeting of the Shareholders may be adjourned by

the holders of a majority of the voting shares represented at a meeting, whether

or not a quorum is present.  Notice of the adjourned meeting or of the business

to be transacted at such meeting shall not be necessary, provided the time and

place to which the meeting is adjourned are announced at the meeting at which

the adjournment is taken.  At an adjourned meeting at which a quorum is present

or represented, any business may be transacted which could have been transacted

at the meeting originally called.

          2.8  Voting Rights.  Each Shareholder shall be entitled at each

Shareholders' meeting to one vote for each share of the capital stock having

voting power held by such Shareholder.

          2.9  Proxies.  A Shareholder entitled to vote may vote in person or by

proxy executed in writing by the Shareholder or by his attorney-in-fact.  A

proxy shall not be valid after eleven months from the date of its execution

unless a longer period is expressly stated in such proxy.

          Section 2.10.  Director Nominations.  Nominations of candidates for

election as directors at any annual meeting of stockholders may be made (a) by,

or at the direction of, a majority of the Board of Directors or (b) by any

stockholder entitled to vote at such annual meeting.  Only persons nominated in

accordance with the procedures set forth in this Section shall be eligible for

election as directors at an annual meeting.

          Nominations, other than those made by, or at the direction of, the

Board of Directors, shall be made pursuant to timely notice in writing to the

secretary of the Corporation as set forth in this Section.  To be timely, a

stockholder's notice shall be delivered to, or mailed to and received at, the

principal executive offices of the Corporation not less than 60 days nor more

than 90 days prior to the date of the annual meeting, as established pursuant to

Section 2.2 hereof, regardless of postponements, deferrals, or adjournments of

that meeting to a later date; provided, however, that if less than 70 days'

notice or prior public disclosure of the date of the scheduled annual meeting is

given or made, notice by the stockholder to be timely must be so delivered or

received not later than the close of business on the 10th day following the

earlier of the day on which such notice of the date of the scheduled annual

meeting was mailed or the day on which such public disclosure was made.  Such

stockholder's notice shall set forth (a) as to each person whom the stockholder

proposes to nominate for election or reelection as a director and as to the

stockholder giving the notice (i) the name, age, business address and residence

address of such person, (ii) the principal occupation or employment of such

person, (iii) the class and number of shares of Corporation stock which are

beneficially owned by such person on the date of such stockholder notice and

(iv) any other information relating to such person that is required to be

disclosed in solicitations of proxies with respect to nominees for election as

directors, pursuant to Regulation 14A under the Securities Exchange Act of 1934,

as amended, including, but not limited to, information required to be disclosed

by Item 4(b) and Item 6 of Schedule 14A of Regulation 14A and information which

would be required to be filed on Schedule 14B of Regulation 14A with the

Securities and Exchange Commission; and (b) as to the stockholder giving the

notice (i) the name and address, as they appear on the Corporation's books, of

such stockholder and any other stockholders known by such stockholder to be

supporting such nominees and (ii) the class and number of shares of Corporation

stock which are beneficially owned by such stockholder on the date of such

stockholder notice and by any other stockholders known by such stockholder to be

supporting such nominees on the date of such stockholder notice.  At the request

of the Board of Directors, any person nominated by, or at the direction of, the

Board for election as a director at an annual meeting shall furnish to the

secretary of the Corporation that information required to be set forth in a

stockholder's notice of nomination which pertains to the nominee.

          No person shall be elected as a director of the Corporation unless

nominated in accordance with the procedures set forth in this Section.  Ballots

bearing the names of all the persons who have been nominated for election as

directors at an annual meeting in accordance with the procedures set forth in

this Section shall be provided for use at the annual meeting.

          The Board of Directors may reject any nomination by a stockholder not

timely made in accordance with the requirements of this Section.  If the Board

of Directors, or a designated committee thereof, determines that the information

provided in a stockholder's notice does not satisfy the informational

requirements of this Section in any material respect, the secretary of the

Corporation shall promptly notify such stockholder of the deficiency in the

notice.  The stockholder shall have an opportunity to cure the deficiency by

providing additional information to the secretary within such period of time,

not to exceed five days from the date such deficiency notice is given to the

stockholder, as the Board of Directors or such committee shall reasonably

determine.  If the deficiency is not cured within such period, or if the Board

of Directors or such committee reasonably determines that the additional

information provided by the stockholder, together with information previously

provided, does not satisfy the requirements of this Section in any material

respect, then the Board of Directors may reject such stockholder's nomination.

The secretary of the Corporation shall notify a stockholder in writing whether

his nomination has been made in accordance with the time and informational

requirements of this Section.  Notwithstanding the procedure set forth in this

paragraph, if neither the Board of Directors nor such committee makes a

determination as to the validity of any nominations by a stockholder, the

presiding officer of the annual meeting shall determine and declare at the

annual meeting whether a nomination was made in accordance with the terms of

this Section.  If the presiding officer determines that a nomination was made in

accordance with the terms of this Section, he shall so declare at the annual

meeting and ballots shall be provided for use at the meeting with respect to

such nominee.  If the presiding officer determines that a nomination was not

made in accordance with the terms of this Section, he shall so declare at the

annual meeting and the defective nomination shall be disregarded.



                                   ARTICLE 3.

                                    DIRECTORS

          3.1  Number, Qualification and Term of Office.  The business and

affairs of the corporation shall be managed by a Board of Directors.  The number

of Directors of the corporation shall be not less than the minimum number

required by the applicable provisions of the General Corporation Law of the

State of Delaware and shall not be more than 15.  At any regular meeting or at

any special meeting called for that purpose, a majority of  the entire Board of

Directors may increase or decrease the number of Directors, provided that the

number thereof shall never be less than the minimum number required by the

General Corporation Law of the State of Delaware, nor more than 15, and further

provided that the tenure of office of a Director shall not be affected by any

decrease in the number of Directors.  At each annual meeting of the

Shareholders, the Shareholders shall elect Directors to hold office until the

next succeeding annual meeting.  Each Director shall hold office for the term

for which he is elected and until his successor shall have been elected and

qualified, or until his earlier resignation, removal from office, death, or

incapacity to serve.

          3.2  Vacancies and Newly Created Directorships.  Vacancies and newly

created directorships resulting from any increase in the authorized number of

Directors may be filled by a majority of the Directors then in office, although

less than a quorum, or by a sole remaining Director.  A Director elected by the

Board of Directors to fill a vacancy or a newly created directorship shall serve

until the next annual meeting of Shareholders and until his successor is elected

and qualifies.

          3.3  Compensation.  Directors shall receive such compensation for

their services as Directors and expenses of attendance at Directors meetings as

determined from time to time by the Board of Directors.  A Director may serve

the corporation in a capacity other than that of Director and receive

compensation for the services rendered in that other capacity.

                                   ARTICLE 4.

                              MEETINGS OF THE BOARD

          4.1  Place and Time of Meetings.  Regular meetings of the Board of

Directors may be held without notice at such time and place within or without

the State of Delaware that the Board of Directors may from time to time

designate.

          4.2  Annual Meeting.  The Board of Directors shall meet each year

immediately following the annual meeting of the Shareholders at the place that

meeting has been held for the purpose of electing officers and for the

consideration of other business.

          4.3  Special Meetings.  Special meetings of the Board of Directors may

be called at any time by the President or by any two Directors.

          4.4  Notice of Meetings.  Notice of the annual meeting of the Board of

Directors need not be given.  Written notice of each special meeting setting

forth the time and place of the meeting shall be given to each Director at least

two days before the meeting.  This notice may be given either by hand or by

sending a copy of the notice through the United States mail or by telegram,

charges prepaid, to the address of each Director appearing on the books of the

corporation.  No notice of any meeting of the Board of Directors need state the

business to be transacted, nor the purpose of, any regular or special meeting of

the Board of Directors.

          4.5  Waiver of Notice.  A Director may waive in writing notice of a

special meeting of the Board either before or after the meeting; and his waiver

shall he deemed the equivalent of giving notice.  Attendance of a Director at a

meeting shall constitute a waiver of notice of that meeting unless he attends

for the express purpose of objecting to the transaction of business because the

meeting has not been lawfully called or convened.

          4.6  Quorum.  At meetings of the Board of Directors, a majority of the

Directors in office shall be necessary to constitute a quorum for the

transaction of business.  If a quorum is present, the acts of a majority of the

Directors in attendance shall be the acts of the Board.

          4.7  Adjournment. A meeting of the Board of Directors may be adjourned

by a majority of the Directors present, whether or not a quorum exists.  Notice

of the time and the place of the adjourned meeting and of the business to be

transacted thereat, other than by announcement at the meeting at which the

adjournment is taken, shall not be necessary.  At an adjourned meeting at which

a quorum is present, any business may be transacted which could have been

transacted at the meeting originally called.

          4.8  Action by Consent.  Any action required or permitted to be taken

at a meeting of the Board of Directors may be taken without a meeting if written

consent, setting forth the action so taken, shall be signed by all the

Directors, and be filed with the minutes of the proceedings of the Board of

Directors.  Such consent shall have the same force and effect as a unanimous

vote.

                                   ARTICLE 5.

                                    OFFICERS

          5.1  Officers.  The officers of the corporation shall consist of a

Chairman of the Board, President, Secretary and Treasurer, and, if deemed by the

Board of Directors to be necessary or appropriate to conduct the business of the

corporation, one or more Vice Presidents.  Two or more offices may be held by

the same person except that one person shall not at the same time hold the

offices of President and Secretary.  The officers shall be elected by the

Directors and shall serve at the pleasure of the Board of Directors.

          5.1A Chairman of the Board  The Chairman of the Board shall preside at

all meetings of Shareholders and Directors and discharge the duties of a

presiding officer and shall, in general, perform all duties incident to the

office of Chairman of the Board and such other duties as, from time to time, may

be assigned to him by the Board of Directors.

          5.2  President.  The President shall have general supervision and

direction over the business affairs of the corporation subject, however, to the

control of the Board of Directors.  He shall present at each annual meeting of

the Shareholders a report of the business of the corporation for the preceding

fiscal year, and shall, in general, perform all duties incident to the office of

President and such other duties as, from time to time, may be assigned to him by

the Board of Directors.

          5.3  Secretary.  The Secretary shall keep minutes of all meetings of

the Shareholders and Directors and have charge of the minute books, stock books

and seal of the corporation and shall perform such other duties and have such

other powers as may from time to time be delegated to him by the President or

the Board of Directors.

          5.4  Treasurer.  The Treasurer shall be charged with the management of

the financial affairs of the corporation and shall have the power to recommend

action concerning the corporation's affairs to the President.

          5.5  Vice President.  The Board of Directors may designate one or more

Vice Presidents or may otherwise specify the order of seniority of the Vice

Presidents.  The duties and powers of the President shall disburse to the Vice

Presidents in such specified order of seniority.

          5.6  Assistant Secretary and Assistant Treasurer.  Assistants to the

Secretary and Treasurer may be appointed and shall have such duties as shall be

delegated to them by the President or the Board of Directors.

          5.7  Vacancies.  When a vacancy occurs in one of the executive offices

by death, resignation, or otherwise, it shall be filled by the Board of

Directors.  The officer so selected shall hold office until his successor is

chosen and qualified.

          5.8  Salaries. The Board of Directors shall fix the salaries of the

officers of the corporation.  The salaries of other agents and employees of the

corporation may be fixed by the Board of Directors or by an officer to whom that

function has been delegated by the Board.

          5.9  Delegation of Duties.  Whenever an officer is absent or whenever

for any reason the Board of Directors may deem it desirable, the Board may

delegate the powers and duties of an officer to any other officer or officers or

to any director or directors.

          5.10.     Removal of Officers and Agents.  An officer or agent of the

corporation may be removed by a majority vote of the Board of Directors whenever

in their judgment the best interests of the corporation will be served by the

removal.  The removal shall be without prejudice to the contract rights, if any,

of the person so removed.

                                   ARTICLE 6.

                                  CAPITAL STOCK

          6.1  Certificates.  The interest of each Shareholder shall be

evidenced by a certificate or certificates representing shares of stock of the

corporation which shall be in such form as the Board of Directors may from time

to time adopt and shall be numbered and shall be entered in the books of the

corporation as they are issued.  Each certificate shall be signed by the

President or a Vice President and the Secretary or an Assistant Secretary and

shall be sealed with the seal of the corporation or a facsimile thereof;

provided, however, that when such certificate is countersigned by a transfer

agent, or registered by a registrar, the signatures of such officers may be

facsimiles.

          6.2  Transfers.  Transfers of stock shall be made on the books of the

corporation only by the person named in the certificate, or by attorney lawfully

constituted in writing, and upon surrender of the certificate therefor, or in

the case of a certificate alleged to have been lost, stolen or destroyed, upon

compliance with the provisions of Section 6.4 of these Bylaws.

          6.3  Record Date.  In lieu of closing the stock transfer books, the

Board of Directors may fix in advance a date as the record date for a

determination of Shareholders entitled to notice of and to vote at any meeting

of Shareholders of any adjournment thereof, or entitled to receive payment of

any dividend, or in order to make a determination of Shareholders for any other

proper purpose, such date to be not more than fifty (50) days and, in case of a

meeting of Shareholders, not less than ten (10) days, prior to the date on which

the particular action, requiring such determination of Shareholders, is to be

taken.

          6.4  Lost Certificates.  Any person claiming a certificate of stock to

be lost, stolen or destroyed shall make an affidavit or affirmation of the fact

in such manner as the Board of Directors may require and shall, if the Directors

so require, give the corporation a bond of indemnity in form and amount and with

one or more sureties satisfactory to the Board of Directors, whereupon an

appropriate new certificate may be issued in lieu of the one alleged to have

been lost, stolen or destroyed.

                                   ARTICLE 7.

                                  MISCELLANEOUS

          7.1  Inspection of Books.  The Board of Directors shall have power to

determine which accounts and books of the corporation, if any, shall be open to

the inspection of Shareholders, except such as may by law be specifically open

to inspection, and shall have power to fix reasonable rules and regulations not

in conflict with the applicable law for the inspection thereof.

          7.2  Seal.  The corporate seal shall be in such form as the Board of

Directors may from time to time determine.  In the event that it is inconvenient

at any time to use the corporate seal of the corporation, the words "Seal" or

"Corporate Seal" enclosed in parenthesis or scroll shall be deemed the corporate

seal of the corporation.

                                   ARTICLE 8.

          The Bylaws of the corporation may be altered, amended, or repealed and

new Bylaws may be adopted by the Board of Directors at any regular or special

meeting of the Board of Directors.

                                   ARTICLE 9.

              INDEMNIFICATION OF OFFICERS AND DIRECTORS:  INSURANCE

          (a)  This corporation shall indemnify any person who was or is a party

or is threatened to be made a party to any threatened, pending or completed

action, suit or proceeding, whether civil, criminal, administrative or

investigative (other than an action by or in the right of the corporation) by

reason of the fact that he is or was a Director, officer, employee or agent of

the corporation, or is or was serving at the request of the corporation as a

Director, officer, employee or agent of another corporation, partnership, joint

venture, trust or other enterprise, against expenses (including attorneys'

fees), judgments, fines and amounts paid in settlement actually and reasonably

incurred by him in connection with such action, suit or proceeding if he acted

in good faith in a manner reasonably believed to be in or not opposed to the

best interests of the corporation, and, with respect to any criminal action or

proceeding, had no reasonable cause to believe his conduct was unlawful.  The

termination of any action, suit or proceeding by judgment, order, settlement,

conviction, or upon a plea of nolo contendere or its equivalent, shall not, of

itself, create a presumption that a person did not act in good faith and in a

manner which he reasonably believed to be in or not opposed to the best

interests of the corporation, and, with respect to any criminal action or

proceeding, had reasonable cause to believe that his conduct was unlawful.

          (b)  The corporation shall indemnify any person who was or is a party

or is threatened to be made a party to any threatened, pending or completed

action or suit by or in the right of the corporation to procure a judgment in

its favor by reason of the fact he is or was a Director, officer, employee or

agent of the corporation, or is or was serving at the request of the corporation

as a Director, officer, employee or agent of another corporation, partnership,

joint venture, trust or other enterprise against expenses (including attorneys'

fees) actually and reasonably incurred by him in connection with the defense or

settlement of such action or suit if he acted in good faith and in a manner he

reasonably believed to be in or not opposed to the best interests of the

corporation except that no indemnification shall be made in respect of any

claim, issue or matter as to which such person shall have been adjudged to be

liable for negligence or misconduct in the performance of his duty to the

corporation unless and only to the extent that the court in which such action or

suit was brought shall determine upon application that, despite the adjudication

of liability but in view of all the circumstances of the case, such person is

fairly and reasonably entitled to indemnity for such expenses which the court of

Chancery or such other court shall deem proper.

          (c)  To the extent that a Director, officer, employee or agent of the

corporation has been successful on the merits or otherwise in defense of any

action, suit or proceeding referred to in subsections (a) and (b) of this

section, or in defense of any claim, issue or matter therein, he shall be

indemnified against expenses (including attorneys' fees) actually and reasonably

incurred by him in connection therewith.

          (d)  The indemnification under subsections (a) and (b) of this section

(unless ordered by a court) shall be effective upon the corporation only as

authorized in the specific case upon a determination that indemnification of the

Director, officer, employee or agent is proper in the circumstances because he

has met the applicable standard of conduct set forth in subsections (a) and (b)

of this section.  Such determination shall be made (i) by the Board of Directors

by a majority vote of a quorum consisting of Directors who were not parties to

such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or,

even if obtainable a quorum of disinterested Directors so directs, by

independent legal counsel in a written opinion, or (iii) by the affirmative vote

of a majority of the shares entitled to vote thereon.

          (e)  Expenses incurred in defending a civil or criminal action, suit

or proceeding may be paid by the corporation in advance of the final disposition

of such action, suit or proceeding as authorized by the Board of Directors in

the specific case upon receipt of an undertaking by or on behalf of the

Director, officer, employee or agent to repay such amount unless it shall

ultimately be determined that he is entitled to be indemnified by the

corporation as authorized in this section.

          (f)  The indemnification provided by this section shall not be deemed

exclusive of any other rights, to which those seeking indemnification may be

entitled under any Agreement, vote of stockholders, or disinterested Directors

or otherwise, both as to action in his official capacity and as to action in

another capacity while holding such office, and shall continue as to a person

who has ceased to be a Director, officer, employee or agent and shall inure to

the benefit of the heirs, executors and administrators of such a person.

          (g)  The corporation shall have power to purchase and maintain

insurance on behalf of any person who is or was a Director, officer, employee or

agent of the corporation, or is or was serving at the request of the corporation

as a Director, officer, employee or agent of another corporation, partnership,

joint venture, trust or other enterprise, against any liability asserted against

him and incurred by him in any such capacity, or arising out of his status as

such, whether or not the corporation would have the power to indemnify him

against such liability under the provisions of this section.

                                   ARTICLE 10.

                                   COMMITTEES

          10.1 Executive Committee.  (a) The Board of Directors may by

resolution adopted by a majority of the entire Board, designate an Executive

Committee of three or more Directors.  Each member of the Executive Committee

shall hold office until the first meeting of the Board of Directors after the

annual meeting of Shareholders next following his election and until his

successor member of the Executive Committee is elected, or until his death,

resignation or removal, or until he shall cease to be a Director.

          (b)  During the intervals between the meetings of the Board of

Directors, the Executive Committee may exercise all of the powers of the Board

of Directors in the management of the business affairs of the corporation;

provided, however, that the Executive Committee shall not have the power to

amend or repeal any resolution of the Board of Directors that by its terms shall

not be subject to amendment or repeal by the Executive Committee, and the

Executive Committee shall not have the authority of the Board of Directors in

reference to (i) amending the Articles of Incorporation or Bylaws of the

corporation; (ii) adopting a plan of merger or consolidation; (iii) the sale,

lease, exchange or other disposition of all or substantially all of the property

and assets of the corporation; or (iv) a voluntary dissolution of the

corporation or a revocation of any such voluntary dissolution.

          (c)  The Executive Committee shall meet from time to time on call of

the President or of a majority of the members of the Executive Committee.

Meetings of the Executive Committee may be held at such place or places, within

or without the State of Delaware as the Executive Committee shall determine or

as may be specified or fixed in the respective notices or waivers of such

meetings.  The Executive Committee may fix its own rules of procedure, including

provision for notice of its meetings.  It shall keep a record of its proceedings

and shall report these proceedings to the Board of Directors at the meeting

thereof held next after they have been taken, and all such proceedings shall be

subject to revision or alteration by the Board of Directors except to the extent

that action shall have been taken pursuant to or in reliance upon such

proceedings prior to any such revision or alteration.

          (d)  The Executive Committee shall act by majority vote of its

members.

          (e)  The Board of Directors, by resolution adopted in accordance with

paragraph (a) of this section, may designate one or more Directors as alternate

members of any such committee, who may act in the place and stead of any absent

member or members at any meeting of such committee.

          10.2 Other Committees.  The Board of Directors, by resolution adopted

by a majority of the entire Board, may designate one or more additional

committees, each committee to consist of one or more of the Directors of the

corporation, which shall have such name or names and shall have and may exercise

such powers of the Board of Directors in the management of the business and

affairs of the corporation, except the powers denied to the Executive Committee,

as may be determined from time to time by the Board of Directors.

          10.3 Removal.  The Board of Directors shall have power at any time to

remove any member of any committee, with or without cause, and to fill vacancies

in and to dissolve any such committee.



Restatement and Amendment
as of August 2, 1996




/s/ Steven M. Szekely
Steven M. Szekely, Secretary